OUR TERMS AND CONDITIONS

Last updated 26 March 2018

Please contact Stepsoft by email to md@stepsoft.com.au if you have any questions about the following Terms and Conditions. Please also read our Privacy Policy which forms part of Your agreement wih Stepsoft.

Foxtrot CKS Terms of Use

Welcome to Foxtrot CKS, an online customer knowledge system for managing any client or membership focussed organisation. Foxtrot is suitable for organisations of any size and is particularly suited to micro, small and medium sized enterprises including not-for-profits, associations, societies, sports clubs, community groups, hobby groups, industry groups, government agencies, charities, alumni and small and medium service oriented businesses.

These Terms of Use are intended to explain, in plain English, our obligations as a service provider and Your obligations as a customer of Stepsoft.

The Terms are binding and apply from the moment you sign up to use Foxtrot, including demonstration and trial versions you may have been given access to prior to going live with the system. They may change from time to time. Please contact Stepsoft at any time should you have any questions about the terms of use of the Foxtrot CKS system.

By signing up to use Foxtrot you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using Foxtrot. You are deemed to have agreed to these Terms on behalf of any entity for whom You use Foxtrot.

These Terms were last updated on 29 September 2016.

1. Definitions

"Agreement"

means these Terms of Use.

"Access Fee"

means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Stepsoft may change from time to time on notice to You), or the monthly fee in accordance with a quote approved by You in the case where a custom configuration has been created for You.

"Confidential Information"

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including Foxtrot but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data"

means any data entered by You or with Your authority into Foxtrot.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Foxtrot", “Foxtrot CKS” and “Foxtrot Customer Knowledge System”

Means the online system, any or all of its components and in any configuration made available for You to use under the Terms of this agreement. Foxtrot is an evolving system and may change in subtle or significant ways with each new release.

"Website"

means the Internet site at the domain www.foxtrotweb.com.au/cks or any other site operated by Stepsoft.

"Stepsoft"

means Stepsoft Pty Limited which is a private and independent software development company registered in Australia and with its principal place of business in Canberra, Australia.

"User" or “Foxtrot User”

means any person or entity that uses Foxtrot either frequently or from time to time. Different users have differing levels of access depending on

"Subscriber" or “Foxtrot Subscriber”

means any person or organisation who registers to use the Foxtrot, and, where the context permits, includes any entity on whose behalf that person or organisation registers to use Foxtrot.

"You"

means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

2. Use of Software

Stepsoft grants You the right to access and use Foxtrot via the Website with the particular user roles available to You according to an approved quote or other written agreement or plan that has been agreed to and entered into. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.

You may use Foxtrot in accordance with the following general conditions:

1. You may use Foxtrot only for the purpose it is intended. That is, to manage people, groups or people and their activities. This includes clients, customers, teams, members and so on.

2. You may use only the modules and components of Foxtrot that you have been granted access to under the terms of this agreement and/or under the terms of any quote provided by Stepsoft and approved by You.

3. You pay the monthly, quarterly or annual fees in advance in accordance with our payment terms and/or in accordance with an approved quote or other agreed plan.

4. Nothing in this agreement permits the use of the system for purposes other than as intended and stated in this agreement or an approved quote.

5. Nothing in this agreement permits You to grant access to other people or organisations who are not employed by You.

6. You may grant access to your employees, volunteers or other subordinates as needed providing the total number of Foxtrot Users does not exceed the agreed limit, where one has been defined in Stepsoft’s general pricing structure or within an approved quote or other agreed plan.

7. You can increase or decrease the number of modules and components of Foxtrot you use at any time after consultation with Stepsoft. On agreement Stepsoft will provide access to the agreed features and modules.

8. You can increase or decrease the number of modules and components of Foxtrot you use at any time after consultation with Stepsoft. On agreement Stepsoft will provide access to the agreed features and modules

3. Your Obligations

1. Invoicing and Payments:

You agree to pay all Stepsoft invoices within 14 days (10 business days) of receipt. Payments are to be made via Direct Credit to the nominated Stepsoft bank account or (when and if Foxtrot becomes available) by Paypal or credit card online. Stepsoft invoices will be issued electronically by email on the 1st day of the month for the month or quarter or year in advance depending on the pricing plan You have signed up for.

2. General obligations:

You must only use Foxtrot for Your own lawful purposes, in accordance with these Terms and any notice sent by Stepsoft or condition posted on the Stepsoft Website.

3. Access conditions:

1. You must ensure that all usernames and passwords required to access Foxtrot are kept secure and confidential. You must immediately notify Stepsoft of any unauthorised use of Your passwords or any other breach of security and Stepsoft will reset Your password and You must take all other actions that Stepsoft reasonably deems necessary to maintain or enhance the security of the Foxtrot system and access to Foxtrot.

2. As a condition of these Terms, when accessing and using Foxtrot, You must:

a. not attempt to undermine the security or integrity of Stepsoft’s computing systems or networks or, where Foxtrot is hosted by a third party, that third party's computing systems and networks;

b. not use, or misuse, Foxtrot in any way which may impair the functionality of Foxtrot or interfere with the use of Foxtrot by any other Foxtrot user;

c. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which Foxtrot is hosted;

d. not transmit, or input into or upload to Foxtrot, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and

e. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver Foxtrot;

4. Usage Limitations:

Use of Foxtrot may be subject to limitations, including but not limited to monthly transaction volumes, data volumes, customer record limits and so forth in accordance with the pricing plan You have signed up for, or in accordance with an approved quote.

5. Communication Conditions:

As a condition of these Terms, if You use any communication and messaging features available through Foxtrot, You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the normal activities or your organisation, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of Foxtrot, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication using Foxtrot, You represent that You are permitted to make such communication. Stepsoft is under no obligation to ensure that the communications generated by You using Foxtrot are legitimate and in accordance with these Terms.

6. Indemnity:

You indemnify Stepsoft against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Stepsoft, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

1. Confidentiality:

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

b) Each party's obligations under this clause will survive termination of these Terms.

c) The provisions under this clause shall not apply to any information which:

i) is or becomes public knowledge other than by a breach of this clause;

ii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv) is independently developed without access to the Confidential Information

v) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure is independently developed without access to the Confidential Information

2. Privacy:

Stepsoft maintains a privacy policy that sets out the parties’ obligations in respect of personal information stored within Foxtrot. You should read that policy at www.stepsoft.com.au/privacy/ and You will be taken to have accepted that policy when You sign up or register to use Foxtrot.

5. Intellectual Property

1. General:

Title to, and all Intellectual Property Rights in Foxtrot and any other services provided via the Foxtrot or Stepsoft web sites, the Website and any documentation relating to Foxtrot or related services remain the property of Stepsoft (or its licensors).

2. Ownership of Data:

Title to, and all Intellectual Property Rights in, the Data remains Your property. However, Your access to the Data is contingent on full payment of the Foxtrot Access Fee when due. You grant Stepsoft a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use Foxtrot and for any other purpose related to provision of services to You.

Should the agreement be terminated for whatever reason, Your data will be provided to you in the format specified under these Terms. Please refer to the Termination clause of this agreement for further details.

3. Backup of Data:

Stepsoft adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will never be loss of Data.

While Stepsoft will do everything reasonably possible to ensure that there is never any loss of data, Stepsoft recommends that you maintain copies of all Data inputted into Foxtrot and that you undertake regular exports from Foxtrot to provide You with your own local backup copies of Your data. Stepsoft expressly excludes liability for any loss of Data no matter how caused.

4. Third-party applications and your Data.

If You enable or use third-party applications in conjunction with Foxtrot, You acknowledge that Stepsoft may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with Foxtrot. Stepsoft shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

You acknowledge that third-party applications may be embedded as part of the Foxtrot system and that Stepsoft has no control over the terms and conditions dictated by, or the operations of those third parties.

6. Warranties and Acknowledgements

1. Authority:

You warrant that where You have registered to use Foxtrot on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use Foxtrot You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

2. Acknowledgement:

You acknowledge that:

1. You are authorised to use Foxtrot and to access the information and Data that You input into Foxtrot, including any information or Data input into Foxtrot by any person you have authorised to use Foxtrot. You are also authorised to access the processed information and Data that is made available to You through Your use of Foxtrot (whether that information and Data is Your own or that of anyone else).

2. Stepsoft has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use Foxtrot or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:

i. You are responsible for ensuring that You have the right to do so;

ii. You are responsible for authorising any person who is given access to information or Data, and you agree that Stepsoft has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and

iii. You will indemnify Stepsoft against any claims or loss relating to:

1. Stepsoft’s refusal to provide any person access to Your information or Data in accordance with these Terms,

2. Stepsoft’s making available information or Data to any person with Your authorisation.

3. The provision of, access to, and use of, Foxtrot is on an "as is " basis and at Your own risk.

4. Stepsoft does not warrant that the use of Foxtrot will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing Foxtrot, including public telephone services, computer networks, wireless networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to Foxtrot. Stepsoft is not in any way responsible for any such interference or prevention of Your access or use of Foxtrot.

5. It is Your sole responsibility to determine that Foxtrot meets the needs of Your business and is suitable for the purposes for which it is used.

6. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

3. No warranties:

Stepsoft gives no warranty about Foxtrot. Without limiting the foregoing, Stepsoft does not warrant that Foxtrot will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use Foxtrot for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of Foxtrot or these Terms.

7. Limitation of Liability

1. To the maximum extent permitted by law, Stepsoft excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on Foxtrot.

2. If You suffer loss or damage as a result of Stepsoft's negligence or failure to comply with these Terms, any claim by You against Stepsoft arising from Stepsoft's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 3 months.

3. If You are not satisfied with Foxtrot, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8. Termination

1. Trial policy

When You first sign up for access to Foxtrot You can evaluate Foxtrot under the defined trial usage conditions, with no obligation to continue to use Foxtrot. If You choose to continue using Foxtrot thereafter, You will be billed from the first day after the end of the trial period, or on the 1st day of the next month following the end of the trial period, at Stepsoft’s discretion.

2. Refunds

Stepsoft will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

3. No-fault termination:

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

4. Breach:

If You:

i. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

ii. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or

iii. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Stepsoft may take any or all of the following actions, at its sole discretion:

i. Terminate this Agreement and Your use of Foxtrot and the Website;

ii. Suspend for any definite or indefinite period of time, Your use of Foxtrot and the Website;

iii. Suspend or terminate access to all or any Data.

iv. Take equivalent actions as described in this clause in respect of any or all other persons whom You have authorised to have access to Your information or Data.

2. For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to Your use of Foxtrot is not made in full by the relevant due date, Stepsoft may: suspend or terminate Your use of Foxtrot, the authority for all or any of Your Organisations to use Foxtrot, or Your rights of access to all or any Data.

5. Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

i. remain liable for any accrued charges and amounts which become due for payment before or after termination; and

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Stepsoft. If You still need technical help, please check the support provided online by Stepsoft on the Website or failing that email us at helpdesk@stepsoft.com.au.

2. Service availability:

Whilst Stepsoft intends that Foxtrot be available 24 hours a day, seven days a week, it is possible that on occasions the Foxtrot may be unavailable to permit maintenance or other development activity to take place.

If for any reason Stepsoft has to interrupt Foxtrot for longer periods than Stepsoft would normally expect, Stepsoft will use reasonable endeavours to publish in advance details of such activity by notice on the Foxtrot web site or by direct email to Foxtrot users.

10. General

1. Entire agreement:

These Terms, together with the Stepsoft Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Stepsoft relating to Foxtrot and the other matters dealt with in these Terms.

2. Waiver:

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3. Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4. No Assignment:

You may not assign or transfer any rights to any other person without Stepsoft's prior written consent.

5. Governing law and jurisdiction:

If the information or Data You are accessing using Foxtrot and the Website is solely that of a person who is a tax resident in the United States of America at the time that You accept these terms then the State of California law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of San Francisco County, California or federal court for the Northern District of California for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using Foxtrot is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using Foxtrot is solely that of a person who is a tax resident in Australia at the time that You accept these terms then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations this Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement.

6. Severability:

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Stepsoft must be sent to md@Stepsoft.com or to any other email address notified by email to You by Stepsoft. Notices to You will be sent to the email address which You provided when setting up Your access to Foxtrot.

8. Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.